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Childrens Online Privacy Protection Act Compliance

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By-Laws

ARTICLE I – NAME, OFFICE, PURPOSE

Section 1. Name and Office: The name of the Corporation shall be Stem Challenge Initiative, Inc. and the Corporation shall be organized and conducted in accordance with the laws of the State of Vermont. The office of the Corporation shall be located in Swanton, Vermont, or such other locations as may from time to time be determined by the Board of Directors.

Section 2. Purpose: The purposes for which the Corporation is to be formed are exclusively to receive and administer funds for scientific, educational, literary and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (Code) or corresponding Section of any future tax code and to that end the Corporation shall, among other charitable purposes, promote STEM (Science, Technology, Engineering and Mathematics) education and operate and administer programs for the advancement of STEM education of school children and the general public.

Mission Statement: The mission of the Stem Challenge Initiative, Inc. is to create a “scientifically literate population that can thrive in a world increasingly driven by information and technology.” The vision for the future is to create a global community where students command their own destinies by developing skills in decision-making, teamwork, problem solving, and communication. This vision is based on a realistic assessment of the skills needed for success in the 21st students to explore and learn.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. (See Article XI for specifics on operation and dissolution.)

Section 3. Type of Non-Profit: This shall be a public benefit 501(c)(3) non-profit corporation.

ARTICLE II – BOARD OF DIRECTORS

Section 1. General Powers: The affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure, and Qualifications: The number of Directors shall be at least three (3) but not more than fifteen (15). The members of the Board of Directors shall include the officers of the Corporation, and at-large Directors. Officers shall be elected at each Annual Meeting of the Board of Directors. Directors-at-large may be elected to the Board at any meeting of the Board of Directors by a majority of Directors present at any said meeting. The Directors shall serve for no more than 3 successive two (2) year terms.

Section 3. Annual Meeting: The Annual Meeting of the Board of Directors shall be held in the month of May of each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

The Board of Directors may provide by resolution the time and place within the State of Vermont for the holding of the annual meeting. Written notice stating the place, day and hour of the annual meeting shall be made by first class mail, e-mail or telephone, whichever is more convenient, at least one week in advance of said meeting.

Section 4. Special Meetings: Special meetings of the Board of Directors may be called by the Chairperson or any two (2) of the Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State, as the place for holding any special meeting of the Board called by them.

Section 5. Notice: Notice of any special meeting of the Board of Directors shall be given by the Chairperson or Secretary by a written notice mailed, postage pre-paid, to the address of each Director as recorded in the books of the Corporation at least ten (10) days in advance of the meeting. Substitute notice by telephone, electronic notification (e-mail), or direct verbal communication shall also be permitted where circumstances so require, or where such notice is delivered no less than two (2) days prior to such meeting. Any Director may waive notice of any meeting. The attendance by a Director at any meeting shall for all purposes constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the sufficiency of notice of such meeting. The nature of any business to be transacted at any such meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

Section 6. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Furthermore for purposes of satisfying said quorum, it is the Chairperson’s decision whether to use electronic facilitation of Board votes when a quorum is not present at the regularly scheduled Board Meeting. This
substitute method is allowed as per the directive of the Board of Directors.

Section 7. Vacancies: A vacancy in any office, or on the Board of Directors, because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors for the unexpired term.

ARTICLE III – OFFICERS

Section 1: Officers: The Officers of the Corporation shall be Chairperson, Vice Chair-
person, Treasurer and Secretary. The Board of Directors may appoint such officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable. Such officers are to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the office of Chairperson and Secretary.

Section 2. Election: The Officers of the Corporation shall be elected at the annual meeting by the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected. Officers will assume office immediately upon election.

Section 3. Removal: Any Officer elected by the Board of Directors may be removed by a majority of the Directors present at any meeting at which a quorum of the Board of Directors is present whenever in its judgment such removal is in the best interests of the Corporation.

Section 4. Resignation: A Board member may resign by writing to the Board Chairperson or Secretary.

Section 5. Chairperson: The Chairperson shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The Chairperson shall preside at all meetings of the Board of Directors, and may sign with the Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these By-Laws or by Statute to some other officer or agent of the Corporation; and in general, the Chairperson shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice-Chairperson: The Vice-Chairperson shall preside at all meetings of the Board of Directors in the absence of the Chairperson. The Vice-Chairperson may chair committees or task forces as deemed necessary by the Board and may perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. Treasurer: The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, assure procedures are in place to receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws and shall prepare, or cause to be prepared, all financial reports, subject to procedures defined in these By-Laws; and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chairperson or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond in such sum and with such surety or sureties as the Board of Directors shall determine, and the expense thereof shall be paid by the Corporation.

Section 8. Secretary: The Secretary shall keep the minutes of the meeting of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the Chairperson or by the Board of Directors.

ARTICLE IV – COMMITTEES

Section 1. Committees of Directors: The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of one (1) or more Directors, and such other persons as the Directors may appoint. Standing committees include, but are not limited to:

Nominating: Responsible for recruitment/recommendation of new officers and general Board members. The Vice-Chairperson will chair the Nominating Committee.

Executive: Responsible for attending to any issues that arise between regular Board meetings. Shall be comprised of officers of the Board.

Public Relations: Responsible for oversight of all marketing materials; maintenance of agency website; and drafting/approval of all agency written correspondence.

Fund Raising: Responsible for oversight of all agency grant writing and fundraising initiatives; as such, full Board member participation is necessary on this committee as well as additional community member recruitment when needed.

Finance: Responsible for oversight of all agency accounting policies and procedures.

Section 2. Committee Chairs: A member of each committee shall be elected Chair.

Section 3. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 4. Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 5. Rules: Each committee may adopt rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

ARTICLE V – MEMBERSHIP

Membership in STEM Challenge Initiative, Inc. is inclusive, allowing all members of the community who endorse its mission to join its efforts. Members are valued resources adding strength to advocacy and diversity while broadening skills and expertise within the board.

ARTICLE VII – CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, and other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE VIII – BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees.

ARTICLE IX – FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE X – ADOPTION: AMENDMENT

These By-Laws shall be amended only by the affirmative vote of two-thirds (2/3) of the full Board of Directors. No such vote shall be valid or effective unless taken at the annual meeting or a duly warned special meeting.

ARTICLE XI – SEAL

The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal Vermont”.

ARTICLE XII – WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of Vermont (Title 11B VSA) or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII – OPERATION AND DISSOLUTION

This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.

No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Code), and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any provisions of these By-Laws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.

Upon the dissolution of this corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of this corporation shall be distributed to an organization working to benefit youth that has been recognized under Section 501(c)(3) of the Code. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

ARTICLE XIV – GENERAL CORPORATION LAW

Unless specifically covered herein, the affairs of the Corporation shall be governed by the general Non-Profit Corporations laws (Title 11B VSA).

Email Policy

1.0 Purpose

To prevent tarnishing the public image of STEM Challenge Initiative, Inc. When email goes out from STEM Challenge Initiative, Inc. the general public will tend to view that message as an official policy statement from the STEM Challenge Initiative, Inc.

2.0 Scope

This policy covers appropriate use of any email sent from a STEM Challenge Initiative, Inc. email address and applies to all employee or volunteers, vendors, and agents operating on behalf of STEM Challenge Initiative, Inc.

3.0 Policy

3.1 Prohibited Use. The STEM Challenge Initiative, Inc. email system shall not to be used for the creation or distribution of any disruptive or offensive messages, including offensive comments about race, gender, hair color, disabilities, age, sexual orientation, pornography, religious beliefs and practice, political beliefs, or national origin. Employee or volunteers who receive any emails with this content from any STEM Challenge Initiative, Inc. employee or volunteer should report the matter to their supervisor immediately.

3.2 Personal Use.

Using a reasonable amount of STEM Challenge Initiative, Inc. resources for personal emails is acceptable, but non-work related email shall be saved in a separate folder from work related email. Sending chain letters or joke emails from a STEM Challenge Initiative, Inc. email account is prohibited. Virus or other malware warnings and mass mailings from STEM Challenge Initiative, Inc. shall be approved by STEM Challenge Initiative, Inc. VP Operations before sending. These restrictions also apply to the forwarding of mail received by a STEM Challenge Initiative, Inc. employee or volunteer.

3.3 Monitoring

STEM Challenge Initiative, Inc. employee or volunteers shall have no expectation of privacy in anything they store, send or receive on the company’s email system. STEM Challenge Initiative, Inc. may monitor messages without prior notice. STEM Challenge Initiative, Inc. is not obliged to monitor email messages.

4.0 Enforcement

Any employee or volunteer found to have violated this policy may be subject to disciplinary action, up to and including termination of employment.

5.0 Definitions

Term Definition

Email: The electronic transmission of information through a mail protocol such as SMTP or IMAP. Typical email clients include Eudora and Microsoft Outlook.

Forwarded email: Email resent from an internal network to an outside point.

Chain email or letter: Email sent to successive people. Typically the body of the note has direction to send out multiple copies of the note and promises good luck or money if the direction is followed.

Sensitive information: Information is considered sensitive if it can be damaging to STEM Challenge Initiative, Inc. or its customers’ reputation or market standing.

Virus warning: Email containing warnings about virus or malware. The overwhelming majority of these emails turn out to be a hoax and contain bogus information usually intent only on frightening or misleading users.

Unauthorized Disclosure: The intentional or unintentional revealing of restricted information to people, both inside and outside STEM Challenge Initiative, Inc., who do not have a need to know that information.

6.0 Revision History

7/16/2015, document adopted from the Challenger Learning Center of Vermont.

Website Agreement

The scivt.org Web Site (the “Site”) is an online information service provided by STEM Challenge Initiative, Inc. (“scivt.org “), subject to your compliance with the terms and conditions set forth below. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. SCIVT.ORG MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

Copyright, Licenses and Idea Submissions.

The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are scivt.org, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or
proprietary notices from the materials. You agree to grant to scivt.org a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute,
transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to scivt.org by all means and in any media now known or hereafter developed. You also grant to scivt.org the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against scivt.org for any alleged or actual infringement or misappropriation of any proprietary right in your communications to scivt.org.

TRADEMARKS.

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of scivt.org. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

Use of the Site.

You understand that, except for information, products or services clearly identified as being supplied by scivt.org, scivt.orgdoes not operate, control or endorse any information, products or services on the Internet in any way. Except for scivt.org- identified information, products or services, all information, products and services offered through the Site or on the Internet
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YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. SCIVT.ORG HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

LIMITATION OF LIABILITY

IN NO EVENT WILL SCIVT.ORG BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF SCIVT.ORG OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO
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scivt.org makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-scivt.org web site, please understand that it is independent from scivt.org, and that scivt.org has no control over the content on that web site. In addition, a link to a scivt.org web site does not mean that
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You agree to indemnify, defend and hold harmless scivt.org, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

Third Party Rights.

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5.Term; Termination.

This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.

6.Miscellaneous.

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